THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). THIS SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE AN
OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE
SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT AND UNDER PROVISIONS OF
APPLICABLE STATE SECURITIES LAWS.


                                RESTRICTED STOCK
                             SUBSCRIPTION AGREEMENT

SGI INTERNATIONAL


THIS AGREEMENT is executed in reliance upon the transaction exemption afforded
by Regulation D as promulgated by the Securities and Exchange Commission
("SEC"), under the Securities Act of 1933, as amended (the "Act").

This Agreement has been executed by the undersigned in connection with the
private placement of restricted stock (hereinafter referred to as the
"Restricted Stock") of SGI INTERNATIONAL (OTC Bulletin Board symbol "SGII"),
located at 1200 Prospect Street, Suite 325, La Jolla, CA 92037, a corporation
organized under the laws of Utah, USA (hereinafter referred to as the
"Company"). This Subscription and, if accepted by the Company, the offer and
sale of the Restricted Stock is being made in reliance upon the provisions of
Regulation D under the Act.

The Closing Date shall be determined in accordance with Sections 1.1 herein.

Subscriber, ________________ (hereinafter referred to as the "Subscriber" or
"Purchaser"), hereby represents and warrants to, and agrees with the Company as
follows:

Section 1. Agreement to Subscribe; Purchase Price.

1.1 Closing and Registration. The Company will sell, and the Subscriber will
buy an aggregate of ____________________(____________) shares of Restricted
Stock for an aggregate purchase price of _____________ ($___________) U.S.
Dollars (the "Purchase Price"). The Restricted Stock may not be sold, even if
registered during that time, for a period six (6) months from the issuance date.
The Company agrees that it will include the Restricted Stock issued hereunder
in the next Registration Statement filed by the Company.

1.2 Form of Payment. Subscribers shall pay the Purchase Price by delivering
good funds in United States Dollars by to SGI International by wire transfer.
Upon receipt of such funds Company shall cause such Restricted Stock to be
issued and delivered to Purchaser within five (5) of such receipt (the "Closing
Date").

Section 2. Representations and Warranties of the Subscribers. Subscribers
acknowledge, represent, warrant and agree as follows:

2.1 Organization and Authorization. Subscriber is an Accredited Investor and
has all requisite power and authority to purchase and hold the Restricted Stock.

2.2 Evaluation of Risks. Subscriber has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of, and bearing the economic risks entailed by, an investment in the
Company and of protecting its interests in connection with this transaction.
Subscriber recognizes that its investment in the Company involves a high degree
of risk and the Subscriber can afford the complete loss of Subscriber's
investment.

2.3 Disclosure Documentation. Subscriber has received and reviewed copies of
the Company's reports filed under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and the Act, including its 10-Ks, 10-Qs, 8-K's, and
registration statements, filed by the Company since December 31, 1998,
(collectively, the "Reports"). Except for the Reports, Subscribers are not
relying on any other information relating to the offer and sale of the
Securities. Subscriber acknowledges that the Company has offered to make
available any additional public information that the Subscriber may reasonably
request, including technical information, and other material information about
the Company and Subscriber has been offered Company's full and unconditional
cooperation in making such information available to Subscriber and acknowledge
that the Company has recommended that the Subscribers request and review such
information prior to making an investment decision. No oral or written
representations have been made, or oral or written information furnished to the
undersigned or its advisors, if any, in connection with the offering of the
Securities which were or are in any way inconsistent with the Reports.

2.4 Opportunity to Ask Questions. Subscriber has had a reasonable opportunity
to ask questions of and receive answers from the Company concerning the Company
and the offering, and all such questions, if any, have been answered to the
full satisfaction of Subscriber.

2.5 Reports Constitute Sole Representations. Except as set forth in the Reports,
no representations or warranties have been made to Subscriber by (a) the
Company or any agent, employee or affiliate of the Company or (b) any other
person, and in entering into this transaction Subscriber are not relying upon
any information, other than that contained in the Reports and the results of
independent investigation by Subscriber.

2.6 Subscriber Is An Accredited Investor. The undersigned is an "Accredited
Investor" as defined below who represents and warrants he is included within
one or more of the following categories of "Accredited Investors."

(i) Any bank as defined in Section 3(a)(2) of the Act, or any savings and
loan associated or other institution as defined in Section 3(a)(5)A of the
Act whether acting in it individual or fiduciary capacity; any broker or
dealer registered pursuant to Section 15 of the 1934 Act; any insurance
company as defined in Section 2(13) of the Act; any investment company
registered under the Investment Company Act of 1940 or a business development
company as defined in Section 2(a)(48) of that Act; any Small Business
Investment Company licensed by the U.S. Small Business Administration
under Section 301(c) or (d) of the Small Business Act of 1958; any plan
established and maintained by a state, its political subdivisions, or
any agency or instrumentality of a state or its political subdivision,
for the benefits of its employees if such plan has total assets in excess
of $5,000,000; and employee benefit plan within the meaning of Title I of
the Employee Retirement Income Security Act of 1974 if the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of such
Act, which is either a bank, savings and loan association, insurance
company, or registered investment advisor, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self-directed
plan, with investment decisions made solely by persons that are accredited
investors;

(ii) Any private business development company as defined in Section
202 (a)(22) of the Investment Advisers Act of 1940;

(iii) Any organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000;

(iv) Any director, executive officer, or general partner of the issuer
of the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;

(v) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds $1,000,000;

(vi) Any natural person who had an individual income in excess of
$200,000 in each of the two (2) most recent years or joint income
with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching that same income
level in the current year;

(vii) Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Section
230.506(b)(2)(ii) of Regulation D under the Act;

(viii) Any entity in which all of the equity owners are accredited
investors; and

(ix) Any self-directed employee benefit plan with investment decisions
made solely by persons that are accredited investors within the meaning
of Rule 501 of Regulation D promulgated under the Act.

2.7 No Registration, Review or Approval. Subscriber acknowledges and
understands that the limited private offering and sale of Restricted
Stock pursuant to this Agreement has not been reviewed or approved by
the SEC or by any state securities commission, authority or agency,
and is not registered under the Act or under the securities or "blue
sky" laws, rules or regulations of any state. Subscriber acknowledges,
understands and agrees that the Restricted Stock is being offered and
sold hereunder pursuant to (i) a private placement exemption to the
registration provisions of the Act pursuant to Section 3(b) or Section
4(2) of such Act and Regulation D promulgated under such Act, and (ii)
a similar exemption to the registration provisions of applicable state
securities laws. Subscriber understands that the Company is relying upon
the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of Subscriber set forth herein in
order to determine the applicability of such exemptions and the suitability of
Subscriber to acquire the Restricted Stock. Subscriber will advise Company of
the state of its residence prior to executing this or any other agreement to
enable the Company to comply with applicable "blue sky" laws.

2.8 Investment Intent. Without limiting its ability to resell the Restricted
Stock pursuant to an effective registration statement, Subscriber is acquiring
the Restricted Stock solely for its own account and not with a view to the
distribution, assignment or resale to others. Subscriber understands and agrees
that it may bear the economic risk of its investment in the Restricted Stock
for an indefinite period of time. Subscriber does not now have any short
position or hedge position in the Company's Common Stock nor will the Subscriber
make any promissory notes and/or pledges to that effect on the Company's Common
Stock.

2.9 No Advertisements. Subscriber is not subscribing for Restricted Stock as a
result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or presented at any seminar or meeting.

2.10 Registration Rights. The Registration obligations of Company are described
above in Section 1.1.

Section 3. Representations and Warranties of the Company. Company acknowledges,
represents, and warrants as follows:

3.1 Organization/Qualification. The Company is a corporation duly organized and
validly existing under the laws of the State of Utah and is in good standing
under such laws. The Company has all requisite corporate power and authority to
own, lease and operate its properties and assets, and to carry on its business
as presently conducted. The Company is qualified to do business as a foreign
corporation in each jurisdiction in which the ownership of its property or the
nature of its business requires such qualification, except where failure to so
qualify would not have a material adverse effect on the Company.

3.2 Accuracy of Reports and Information. To the best of its knowledge, the
Company is in compliance, to the extent applicable, with all reporting
obligations under either Section 12(b), 12(g) or 15(d) of the 1934 Act, and
shall use its best efforts to maintain such status on a timely basis. The
Company has registered its Common Stock pursuant to Section 12 of the 1934
Act and the Common Stock is listed and trades on the OTC Bulletin Board.

The Company has filed all material required to be filed pursuant to all
reporting obligations, under either Section 13(a) or 15(d) of the 1934 Act for
a period of at least twelve (12) months immediately preceding the offer and
sale of the Securities (or for such shorter period that the Company has been
required to file such material).

3.3 SEC Filings/Full Disclosure. For a period of at least twelve (12) months
immediately preceding this offer and sale, or such shorter period that the
Company has been required to file such Reports as defined herein, to the best
of the Company's knowledge (i) none of the Company's filings with the
Securities and Exchange Commission contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances under
which they were made, not misleading, and (ii) the Company has timely filed all
requisite forms, reports and exhibits thereto with the Securities and Exchange
Commission.

There is no fact known to the Company (other than general economic conditions
known to the public generally) that has not been publicly disclosed by the
Company or disclosed in writing to the Subscribers which (i) could reasonably
be expected to have a material adverse effect on the condition (financial or
otherwise) or on earnings, business affairs, properties or assets of the
Company, or (ii) could reasonably be expected to materially and adversely
affect the ability of the Company to perform its obligations pursuant to this
Agreement.

3.4 Authorization. The Company has all requisite corporate right, power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. All corporate action on the part of the
Company, its directors and stockholders necessary for the authorization,
execution, delivery and performance of this Agreement by the Company, the
authorization, sale, issuance and delivery of the Securities and the
performance of the Company's obligations hereunder has been taken. This
Agreement has been duly executed and delivered by the Company and constitutes a
legal, valid and binding obligation of the Company enforceable in accordance
with its terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies, and to limitations
of public policy as they may apply to the indemnification provisions set forth
in this Agreement. Upon their issuance and delivery pursuant to this Agreement,
the Securities will be validly issued, fully paid and nonassessable and will be
free of any liens or encumbrances; provided, however, that the Securities are
subject to restrictions on transfer under state and/or federal securities laws.
The issuance and sale of the Securities will not give rise to any preemptive
right or right of first refusal or right of participation on behalf of any
person.

3.5 No Conflict. The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby will not, conflict with,
or result in any violation of, or default, or give rise to a right of
termination, cancellation or acceleration of any material obligation or to a
loss of a material benefit, under, any provision of the Articles of
Incorporation, and any amendments thereto, Bylaws, Stockholders Agreements and
any amendments thereto of the Company or any material mortgage, indenture, lease
or other agreement or instrument, permit, concession, franchise, license,
judgment, order, decree statute, law, ordinance, rule or regulation applicable
to the Company, its properties or assets and which would have a material adverse
effect on the Company's business and financial condition.

3.6 No Undisclosed Liabilities or Events. The Company has no liabilities or
obligations other than those disclosed in the Reports, this Agreement or those
incurred in the ordinary course of the Company's business since December 31,
1998, and which individually or in the aggregate, do not or would not have a
material adverse effect on the properties, business, condition (financial or
otherwise), results of operations or prospects of the Company. No event or
circumstances has occurred or exists with respect to the Company or its
properties, business, condition (financial or otherwise), results of operations
or prospects, which, under applicable law, rule or regulation, requires public
disclosure or announcement prior to the date hereof by the Company but which has
not been so publicly announced or disclosed.

3.7 No Default. The Company is not in default in the performance or observance
of any material obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it is or its property is bound, and neither
the execution, nor the delivery by the Company, nor the performance by the
Company of its obligations under this Agreement, including the conversion or
exercise provision of the Securities, will conflict with or result in the
breach or violation of any of the terms or provisions of, or constitute a
default or result in the creation or imposition of any lien or charge on any
assets or properties of the Company under, any material indenture, mortgage,
deed of trust or other material agreement applicable to the Company or
instrument to which the Company is a party or by which it is bound or any
statute or the Articles of the Company, or any decree, judgment, order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or its properties, or the Company's listing agreement for its Common
Stock.

3.8 Governmental Consent, etc. No consent, approval or authorization of or
designation, declaration or filing with any governmental authority on the part
of the Company is required in connection with the valid execution and delivery
of this Agreement, or the offer, sale or issuance of the Securities, or the
consummation of any other transaction contemplated hereby, except as may be
required by applicable securities laws.

3.9 Intellectual Property Rights. Except as disclosed in the Reports, the
Company has sufficient trademarks, trade names, patent rights, copyrights and
licenses to conduct its business as presently conducted in the Reports. To the
Company's knowledge, neither the Company nor its products is infringing or will
infringe any trademark, trade name, patent right, copyright, license, trade
secret or other similar right of others currently in existence; and there is no
claim being made against the Company regarding any trademark, trade name,
patent, copyright, license, trade secret or other intellectual property right
which could have a material adverse effect on the business or financial
condition of the Company.

3.10 Material Contracts. Except as set forth in the Reports, the agreements to
which the Company is a party described in the Reports are valid agreements, in
full force and effect, and the Company is not in material breach or material
default under any of such agreements.

3.11 Litigation. Except as disclosed in the Reports, there is no action,
proceeding or investigation pending, or to the Company's knowledge threatened,
against the Company which might result, either individually or in the
aggregate, in any material adverse change in the business, prospects,
conditions, affairs or operations of the Company. The Company is not a party to
or subject to the provisions of any order, writ, injunction, judgment or decree
of any court or government agency or instrumentality.

3.12 Title to Assets. Except as set forth in Reports, the Company has good and
marketable title to all properties and material assets described in the Reports
as owned by it, free and clear of any pledge, lien, security interest,
encumbrance, claim or equitable interest other than such as are not material to
the business of the Company.

3.13 Subsidiaries. Except as disclosed in the Reports, the Company does not
presently own or control, directly or indirectly, any interest in any other
corporation, partnership, association or other business entity.

3.14 Required Governmental Permits. The Company is in possession of and
operating in compliance with all authorizations, licenses, certificates,
consents, orders and permits from state, federal and other regulatory
authorities which are material to the conduct of its business, all of which are
valid and in full force and effect.

3.15 Listing. The Company will use its best efforts to maintain the listing of
its Common Stock on the OTC Bulletin Board or other organized United States
market or quotation system. The Company has not received any notice, oral or
written, regarding continued listing and, as long as the Preferred Stock and
Warrants are outstanding, the Company will take no action which would impact
their continued listing or eligibility of the Company for such listing.

3.16 Other Outstanding Securities/Financing Restrictions. Except as disclosed
in the Reports, the Company has no outstanding restricted shares, or shares of
Common Stock sold under Regulation S, Regulation D or outstanding under any
other exemption from registration, which are available for sale as unrestricted
("free trading") stock.

3.17 Registration Alternative. The Company covenants and agrees that for so
long as any of the shares remain outstanding and continue to be "restricted
securities" within the meaning of Rule 144 under the Act, the Company shall
permit resales of the underlying Common Stock pursuant to Rule 144 under the
Act. The Company and the Subscribers shall provide the Transfer Agent any and
all papers necessary to complete the transfer under Rule 144, including, but
not limited to, opinions of counsel to the Transfer Agent, and the Company
shall continue to file all material required to be filed pursuant to Sections
13(a) or 15(d) of the 1934 Act.

3.18 Capitalization. The authorized capital stock of the Company consists of
75,000,000 shares of Common Stock, no par value per share, 20,000,000 shares
of non-voting Preferred Stock, $0.01 par value. All issued and outstanding
hares of Common Stock have been duly authorized and validly issued and are
fully paid and nonassessable.

Section 4. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the SEC which may at any time permit the sale
of the Restricted Stock to the public without registration, the Company agrees
to use its best efforts to:

(i) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Act, at all times after
the effective date on which the Company becomes subject to the
reporting requirements of the Act or the 1934 Act;

(ii) use its best efforts to file with the SEC in a timely manner
all reports and other documents required of the Company under the
Act and the 1934 Act;

(iii) to furnish to Purchaser forthwith upon request a written
statement by the Company as to its compliance with the reporting
requirements of said Rule 144, and of the Act and the 1934 Act, a
copy of the most recent annual or quarterly report of the Company,
and such other reports and documents of the Company and other
information in the possession of or reasonably obtainable by the
Company as Purchaser may reasonably request in availing itself of any
rule or regulation of the SEC allowing Purchaser to sell any such
Securities without registration.

Section 5. Representations and Warranties of the Company and Subscribers. Each
of the Subscribers and the Company represent to the other the following with
respect to itself:

5.1 Subscription Agreement. The Subscription Agreement has been duly authorized,
validly executed and delivered on behalf of the Company and Subscriber and is
a valid and binding agreement in accordance with its terms, subject to general
principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors' rights generally.

5.2 No-Conflict. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not, conflict with,
or result in any violation of, or default (with or without notice or lapse of
time, or both), or give rise to a right of termination, cancellation or
acceleration of any obligation or to a loss of a material benefit, under, any
provision of the Certificate of Incorporation, and any amendments thereto,
Bylaws and any amendments thereto of the Company or any material mortgage,
indenture, lease or other agreement or instrument, permit, concession,
franchise, license, judgment, order, decree statute, law, ordinance, rule or
regulation applicable to the Company, its properties or assets.

5.3 Approvals. Neither the Company nor Subscriber is aware of any authorization,
approval or consent of any governmental body which is legally required for the
issuance and sale of the Restricted Stock.

5.4 Indemnification. Each of the Company and the Subscriber agree to indemnify
the other and to hold the other harmless from and against any and all losses,
damages, liabilities, costs and expenses (including reasonable attorneys' fees)
which the other may sustain or incur in connection with the breach by the
indemnifying party of any representation, warranty or covenant made by it in
this Agreement.

Section 6. Registration or Exemption Requirements. Subscriber acknowledges and
understands that the Restricted Stock may not be resold or otherwise
transferred except in a transaction registered under the Act and any applicable
state securities laws or unless an exemption from such registration is
available. Subscriber understands that the Restricted Stock will be imprinted
with a legend that prohibits the transfer of the Restricted Stock unless (i)
they are registered or such registration is not required, and (ii) if the
transfer is pursuant to an exemption from registration other than Rule 144 under
the Act and, if the Company shall so request in writing, an opinion of counsel
reasonably satisfactory to the Company is obtained to the effect that the
transaction is so exempt.

Section 7. Legend. The certificates representing the Securities shall be
subject to a legend restricting transfer under the Act, such legend to be
substantially as follows:

"THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH
SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES OR
TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
UNDER SAID ACT WHICH, EXCEPT IN THE CASE OF AN EXEMPTION PURSUANT TO RULE 144
UNDER SAID ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY."

The certificates representing the Restricted Stock, and each certificate issued
in transfer thereof, will also bear any legend required under any applicable
state securities law.

Section 8. Stock Delivery Instructions. The Restricted Stock Certificates shall
be delivered to Subscriber on a delivery versus payment basis.

Section 9. Miscellaneous.

9.1 Governing Law/Jurisdiction. This Agreement will be construed and enforced
in accordance with and governed by the laws of the State of California, except
for matters arising under the Act, without reference to principles of conflicts
of law.

9.2 Confidentiality. If for any reason the transactions contemplated by this
Agreement are not consummated, each of the parties hereto shall keep
confidential any information obtained from any other party (except information
publicly available or in such party's domain prior to the date hereof, and
except as required by court order) and shall promptly return to the other
parties all schedules, documents, instruments, work papers or other written
information, without retaining copies thereof, previously furnished by it as a
result of this Agreement or in connection herewith.

9.3 Facsimile/Counterparts/Entire Agreement. Except as otherwise stated herein,
in lieu of the original, a facsimile transmission or copy of the original shall
be as effective and enforceable as the original. This Agreement may be executed
in counterparts which shall be considered an original document and which
together shall be considered a complete document. This Agreement and Exhibits
hereto constitute the entire agreement between the Subscribers and the Company
with respect to the subject matter hereof. This Agreement may be amended only
by a writing executed by all parties.

9.4 Severability. In the event that any provision of this Agreement becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said
provision; provided that no such severability shall be effective if it
materially changes the economic benefit of this Agreement to any party.

9.5 Entire Agreement. This Agreement and Exhibits hereto constitute the entire
agreement between the Subscribers and the Company with respect to the subject
matter hereof. This Agreement may be amended only by a writing executed by all
parties.

9.6 Reliance by Company. The Subscribers represent to the Company that the
representations and warranties of the Subscribers contained herein are complete
and accurate and may be relied upon by the Company in determining the
availability of an exemption from registration under federal and state
securities laws in connection with a private offering of securities.

9.7 Confidentiality. Each of the Company and the Subscribers agree to keep
confidential and not to disclose to or use for the benefit of any third party
the terms of this Agreement or any other information which at any time is
communicated by the other party as being confidential without the prior written
approval of the other party; provided, however, that this provision shall not
apply to information which, at the time of disclosure, is already part of the
public domain (except by breach of this Agreement) and information which is
required to be disclosed by law.

9.8 Legal Fees and Expenses. Each of the parties shall pay its own fees and
expenses.

9.9 Authorization. Each of the parties hereto represents that the individual
executing this Agreement on its behalf has been duly and appropriately
authorized to execute the Agreement.


IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date
first written below.


Agreed to and Accepted on this ____ day of _______, 1999

SGI INTERNATIONAL


By____________________________
   Title:

[Name & Address]



By___________________________
Name: _____________________
Title:_______________________
Executed this ____ day of ______, 1999